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Worst friend ever (1)

My best friend moved away 13 years ago and although it was only 3 hours away but it seems like its half way across the world every time we try to get together but we somehow make it work 5-6 times a year and it is always a total run away when we do, We may be in our 40's but we still try to party like we are in our 20's. We have been friends since I moved to town in the start of grade 10, She was literally the first person I met, First day of grade 10 I walked up to the school and she and some other friends were standing there and she said "New here?", I nodded and she waved me over. Instant best friends and pretty much hung out every day since, We hung out together, Were room mates for three years in then married a year apart and lived a block and a half away from each other until she moved away, We even each have 2 kids conceived and born within weeks of each other and then she had one more. She obviously has new friends but I get along with all of them and they all seem nice
As I said we are in our 40's and it was her 41'st birthday last weekend so I cleared my calendar and made sure to be there, Again we partied like we were 20 and after tequila, vodka, Beer and some frickin fireball shots we had pretty much burned the night away and all of her new friends except for the one girl passed out since 10:00 were gone home, her husband picked up her friend and carried her to one of the kids beds and tucked her in then as she cleaned up a bit he said he was going to smoke, She was wrecked and muttered something then stumbled off toward the bedroom, I went with him to the garage to smoke, Him and i have always gotten along really well and he really is a good guy, We always joke around and he teases me about my ** which are large, I have had big ** since i was 14 and have gotten comfortable with them so i like to wear cleavage shirts but he always teases me saying that they probably hang to my knees when I am naked, I always tease him and say "Well, I guess you'll never know" and shake them at him, Which trust me, they don't or he will walk up if I am wearing a bathing suit or something and say "Hold this" and shove something in my cleavage (usually a cold beer), I was actually there the night they met and was the one who kept nudging him toward her until he bumped into her which started a conversation between them.
I have always struggled a bit with my weight but in the last few years have kind of figured out what works for me, I have lost 15 pounds and done some toning, I had on a revealing top and a skirt which was pretty short for my comfort level but I think I pulled it off well, We were standing in the garage and he thanked me for helping plan the party then he was standing across from me and looked down at my legs, He said "Wow, How have I never noticed your legs", I giggled and said "Why?", He replied "**, You have great legs and you look amazing tonight" and I told him "probably because I only wear a skirt about twice a year and this one is way shorter than I normally wear", He complimented me on my outfit and I commented on my weight loss, He nodded in approval and congratulated me.
We went back inside and I said "Did your drunken wife pass out", "He said I don't know" And wandered off toward the bedroom, I grabbed a glass of water and was going to go to bed in one of the kids beds when he whispered "Pssst", I turned around and he waved me to the bedroom door pointing inside, I walked up and looked in, She was passed out face down with her jeans around her ankles and I giggled, I looked at him and said "Well, No birthday present for her tonight", He just laughed and I looked at her and said "Holy **, How does she still have that nice of a **", She has a small bubble ** that she flaunts and it actually is really nice, He walked up and she was laying there in a thong so he gave one cheek a squeeze and said "Yeah, It's not as small as it used to be but it still looks great" Jiggling it a bit and we both giggled.
I was a bit nervous since he was not being quiet at all but she was not even moving, I made some off the wall comment about ** and he said something about me wanting to watch them, Drunk comments were made and somehow I ended up standing on the other side of her grabbing her ** cheek, I am not making excuses and I know none of it was acceptable but my husband and I have not been getting along and as such it has been a long time since I got any so maybe I was ** or just too drunk to think rationally but Somewhere along the line I said "** yeah I would watch" and with that he grabbed both cheeks and squeezed them, He straddled her and started whispering in her ear and she started to stir and then started grinding her ** up against his **.
I was nervous and not thinking straight but then he whispered loud enough for me to hear "Can @@@ join in" and i was shocked when she moaned "MMHHMM" as in yes, He stood up and of course she has told me over the years that he is "Above average" which is apparently an understatement, He undid his pants, Pulled me toward him and put my hands on his hips, I shook my head no but he reached over and started rubbing her through her ** and she was grinding on his hand and he used his other hand to push mine down pulling his pants down. He stood there looking down at me as I knelt down and pulled his pants down, When his ** popped out I leaned back and looked at it wide eyed. He with out a doubt has the biggest one i have ever seen, Huge, thick, Long, veiny, and he was only half way hard.
He stepped out of his pants and put one hand on my head pushing me toward it but i shook my head no and stood up, me and him have never done more than just playful joking around and the most he has ever touched me was once he poked my ** with his ** in my bathing suit, He grabbed my top and peeled it over my head then somehow before i even knew what was going on my skirt and bra were on the floor and he had both hands grabbing my **, I turned him to face her and he straddled her from behind, I reached between his legs and grabbed his ** then slid my hand down and grabbed his shaft, He is huge, I couldn't believe how big he is but I couldn't even touch my fingers together around it, I reached around him with the other hand and she was up on her knees as I grabbed her ** cheek and started rubbing his big, Purple ** against her, She was moaning and wriggling her ** around and he worked it into her, As he slid in she let out a sigh and moaned "Oh yeah".
I was standing beside my best friend watching his huge ** slide in and out of her while me and him kissed and fondled each other, then he pulled me onto the bed and laid me on my back beside her and we started kissing, She was moaning and kissing me while he groped me and somewhere along the way he got my ** off, She ended up flat on her stomach and me on my side kissing her while he leaned over her and suckled my nips, somehow i ended up with one leg across her ** kissing her and fondling her while he massaged my ** then slid a ** in me, I was so far beyond lost in the whole situation and she started to tense up and then shake and she moaned softly as her whole body shuddered while I reached under her and pinched her nip, I played with her hair and kissed her neck as she laid there breathing heavy and he just kept slowly sliding in and out of her, After a second she laid her head on the pillow and he pulled out of her, He straddled the leg I had beside her and pressed his ** against me, I was beyond wet and although I have NEVER done anything like this before i was so excited.
He started to lean into me and as he slid deeper I felt a pressure I have never felt, Maybe when I was a teenager but not in a long, long time, He is thickest at about the middle point and when he got there I was already beyond what I thought my limit would be but when he pushed it into me my brain shut down, I closed my eyes and I remember twitching weirdly, He stopped and asked is I was ok, I snapped back to reality and said "I think so", he finally got past that point and every time he pulled back then pushed into me I could feel myself stretching so far beyond where i ever had and it was so great, I don't remember how long it was but he asked "Is she asleep?" and I looked at her, She had stopped kissing me and pulling my nips and didn't even notice but she was passed out. I thought about stopping him but couldn't.
We kept going and he rolled me onto my back, I don't remember how long we went with her asleep beside up but i got off twice which was never even a consideration before that and i don't know if he got off before the end but he paid a lot of attention to my ** and eventually nibbled my ear and said "Open your mouth", I was at a point where i couldn't say no to him, He could have told me anything and i would have done it so i opened my mouth and he shoved his ** between my ** as i leaned forward and put the tip in my mouth, I swallowed a couple times when i was younger but normally it grosses me out but for him i did it.
I don't think i have ever had a guy come that much but when he was done he pulled out of my mouth and rolled me onto my side facing her, I snuggled up to her and he laid behind me, I felt him grab my ** and spread my cheeks and then he shoved his half hard ** back in me, I looked back and said "I don't think i can" and he just pushed it into me then wrapped his arms around me and played with my **, I know i fell asleep for a bit but it woke me up when the birds outside started chirping and i got out of their bed and went to "my room", I sat thinking for a while then Dressed and made coffee, A while later they both woke up and came out.

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